Heard Mr. R Banerjee, learned Senior Counsel for the petitioners and Mr. J Saha, learned Senior Counsel for the Objector.

This is an application under sections 391 (2) and 394 of the Companies Act, 1956, seeking sanction of the Court to the scheme of amalgamation of Buragohain Tea Company Ltd. (Transferor Company) with B&A Ltd. (Transferee Company).

Transferor Company was incorporated on 20.05.1927 under the provisions of the Indian Companies Act, 1913. It is an existing company under the Companies Act, 1956 (Act).The registered office of the Transferor Company is situated at Govindapur Tea Estate, Post Office-Latekujan, Dist-Golaghat. The authorized share capital of the Transferor Company is R.6,00,000.00 divided into 600 equity shares of Rs.1,000.00 each. The issued, subscribed and paid up share capital of the Transferor Company is Rs.5,30,000.00 divided into 530 equity shares of Rs.1,000.00 each fully paid up. The Transferor Company is engaged in the business of cultivation and sale of tea. It is stated that Transferor Company has maintained proper Books of Accounts as required by law and its annual accounts have been audited as on March 31, 2012. Value of the assets